AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Current ownership

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

6.2.4 Control of the Company Sopra Steria GroupǾ SA and Sopra GMT – the lead holding company of Axway and SopraǾSteria – continue to exert an influence on the Company and hold the majority of voting rights at the Company’s General Meetings. They control Axway through their ownership, in concert, of around 56.97% of the capital and 64.62% of the voting rights. However, the Company does not believe that there is a risk that the control of the Company will be exercised in an abusive manner by Sopra Steria GroupǾSA and Sopra GMT, since: ● the Company decided to adopt the recommendations of the Middlenext Code of Corporate Governance for small and mid caps in SeptemberǾ2016, because of its compatibility with the size of the Company and its capital structure; ● the duties of the Chairman and Chief Executive Officer have been separated since the Company’s IPO. Moreover, the decision to separate the duties of the Chairman and Chief Executive Officer was expressly renewed by the Company at the time of the appointment of Jean-Marc Lazzari as new Chief Executive Officer on 22ǾJune 2015; ● on the recommendation of the Selection, Ethics and Governance Committee and in compliance with theMiddlenext Code of Corporate Governance for small and mid caps, the Company’s Board of Directors qualified seven directors as independent ( i.e. more than 60% of Board members), namely Emma Fernandez, Helen Heslop, Pascal Imbert, Hervé Saint-Sauveur, Michael Gollner, Yves de Talhouët and Hervé Déchelette, at the Meeting of 22ǾFebruary 2017; ● the directors are bound by the obligation to protect the interests of the Company and comply with the rules set out in the charter and the internal regulations of the Board of Directors and any other rules contributing to good governance as defined in the Middlenext Code of Corporate Governance (Code of Ethics for Board members);

● the Company’s Board of Directors established an Audit Committee responsible for reviewing the financial statements, monitoring the efficiency of the internal control and risk management systems, monitoring the statutory audit of the financial statements and verifying compliance with the requirement for the Statutory Auditors to be independent (see ChapterǾ3). The purpose of creating and maintaining an Audit Committee within the Company, despite the exemption provided for in ArticleǾL.Ǿ823-20, ItemǾ5 of the French Commercial Code, is to avoid any abusive control of the Company by the shareholders acting in concert. This also confirms their intention not to call into question the analysis and strategy put in place by the Company; ● in accordance with the recommendations of the Middlenext Code of Corporate Governance, the Company’s Board of Directors introduced a procedure allowing for the disclosure and management of conflicts of interest; ● the Company’s Board of Directors set up a Selection, Ethics and Governance Committee whose tasks include examining the independence of directors and situations of conflicts of interest; ● with respect to the disclosures of threshold crossings, the shareholders stated their wish to support the Company’s strategy, refrain from implementing any measures that would have an impact on the Company’s strategy, and refrain from asking for the appointment of any new directors. The General Shareholders’ Meeting of 4ǾJune 2014 initiated the implementation of the double voting rights for the Company, in accordance with the legal amendments having taken place. The implementation of double voting rights enables the Company to strengthen its shareholding stability and thus focus on mid- and long-term projects. Furthermore, it is specified that the transactions performed by Sopra Steria GroupǾSA have no impact on the control of the Company exercised by the shareholder grouping.

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AXWAY - 2017 REGISTRATION DOCUMENT

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